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NVIDIA CORPORATION
3535 Monroe Street
Santa Clara, CA 95051
(408) 615-2500
October 19, 2000
VIA EDGAR
Securities and Exchange Commission
Division of Corporate Securities
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Nvidia Corporation
CIK: 0001045810
Commission File No. 333-33546
Ladies and Gentlemen:
Pursuant to Rule 477(a) promulgated under the Securities Act of 1933, as
amended, Nvidia Corporation (the "Registrant") hereby applies for an order
granting the immediate withdrawal of its Registration Statement on Form S-3,
together with all exhibits thereto, Commission File No. 333-33546 (collectively,
the "Registration Statement"). The Registration Statement originally was filed
with the Securities and Exchange Commission (the "Commission") on March 29,
2000.
Pursuant to the Registration Statement, the Registrant proposed to register
certain shares of its Common Stock, $.001, par value per share (the "Shares"),
for resale by the selling shareholders named therein. The proposed maximum
offering price was $22,781,250. Due to various market and other conditions, the
selling shareholders do not wish to have the Shares registered at this time.
Based upon the foregoing, the Registrant is hereby requesting the withdrawal of
the Registration Statement. No securities have been sold under the Registration
Statement.
Accordingly, we request that an order granting the withdrawal of the
Registration Statement be issued by the Commission as soon as possible.
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Securities and Exchange Commission
October 19, 2000
Page Two
If you have any questions regarding the foregoing application for withdrawal,
please contact Karyn S. Tucker or Alyssa R. Harvey of Cooley Godward LLP, legal
counsel to the Registrant, at (415) 693-2000.
Sincerely,
NVIDIA CORPORATION
/s/ Jen-Hsun Huang
Jen-Hsun Huang
President and Chief Executive Officer
